CMS Info Systems Ltd

CMS Info Systems Limited - Trading Window Closure from October 1, 2026, pending approval of unaudited standalone & consolidated financial results for the quarter and half year ending September 30, 2026; reopening 48 (Forty-eight) hours after results are declared and disseminated to the Stock Exchanges

Independent Director Appointment

• Appointment of Mr. William Poole VIII as Independent Director for 3-year term (Aug 10, 2026–Aug 9, 2029).
• Reason: Appointment as Independent Director.
• Profile: Capria Ventures Co-Founder and Managing Partner; former Microsoft VP; AI advocate.
• Date of appointment approved: Sept 21, 2026; not liable to retire by rotation.
• Effective date: Aug 10, 2026.
• Relationship: Not related to any Director or KMP.

AGM details

• Date, time, and mode: 21 September 2026 at 3:30 PM, via VC/OAVM.
• Record date for voting: 14 September 2026.
• Total shareholders on record: 163,420.
• Video conference attendance: 51 attendees.

Key resolutions

• Resolution 1 (Ordinary): Adoption of standalone financial statements for FY2026.
• Resolution 2 (Ordinary): Adoption of consolidated financial statements for FY2026.
• Resolution 3 (Ordinary): Confirmation of interim dividend and final dividend for FY2026.
• Resolution 4 (Ordinary): Re-appointment of Krzysztof Wieslaw Jamroz as Non-Executive Non-Independent Director.
• Resolution 5 (Special): Appointment of William Poole VIII as Independent Director for three years.
• Resolution 6 (Ordinary): Ratification of remuneration payable to S K Agarwal & Associates (Cost Accountants) for FY2027.
• Resolution 7 (Special): Approval of borrowing limits under the Companies Act.
• Resolution 8 (Special): Approval of limits for creation of mortgage or charge on assets.

Voting results

• Resolution 1: Passed; overwhelming in-favour.
• Resolution 2: Passed; overwhelming in-favour.
• Resolution 3: Passed; overwhelming in-favour.
• Resolution 4: Passed; overwhelming in-favour.
• Resolution 5: Passed; overwhelming in-favour.
• Resolution 6: Passed; overwhelming in-favour.
• Resolution 7: Passed; overwhelming in-favour.
• Resolution 8: Passed; overwhelming in-favour.

Dividend

• Dividend: Interim dividend confirmed and final dividend approved for FY2026.
• Per-share amount not disclosed.

Directors & management changes

• Re-appointment of Krzysztof Wieslaw Jamroz as Non-Executive Non-Independent Director.
• Appointment of William Poole VIII as Independent Director for three years.

Auditors and remuneration

• Cost auditor remuneration ratified for FY2027; no change to statutory auditor.

AGM Details

• AGM held on 21 Sep 2026 at 3:30 PM through VC/OAVM.
• 51 shareholders attended, representing 10,839,618 shares.

Resolutions

• Adoption of standalone financial statements for FY ended Mar 31, 2026 (Ordinary).
• Adoption of consolidated financial statements for FY ended Mar 31, 2026 (Ordinary).
• Interim dividend of ₹2.75 per share and final dividend of ₹2.50 per share (Ordinary).
• Reappointment of Krzysztof Wieslaw Jamroz as Non-Executive Non-Independent Director liable to retire by rotation (Ordinary).
• Appointment of William Poole as Independent Director for a three-year term (Special/Ordinary).
• Remuneration ratification for M/s. S K Agarwal & Associates, Cost Accountants, FY2027 (Ordinary).
• Borrowing limits under Section 180(1)(c) of the Companies Act, 2013 (Special).
• Limits for creation of mortgage/charge on assets under Section 180(1)(a) (Special).

Dividend

• Interim dividend of ₹2.75 per share declared.
• Final dividend of ₹2.50 per share approved.

Directors

• Reappointment of Krzysztof Wieslaw Jamroz as Non-Executive Non-Independent Director (retire by rotation).
• Appointment of William Poole as Independent Director for three-year term.

Auditors

• Remuneration to Cost Accountant M/s. S K Agarwal & Associates ratified for FY2027.

RPTs / Other Approvals

• No material related party transactions disclosed at the AGM.

Meeting Details

• Date and time: Tuesday, September 22, 2026, 10:00 AM to 5:00 PM.
• Mode and location: In-Person at Taj Santacruz.
• Event: The Anand Rathi Annual Flagship Conference G-200 Summit 2026.

Participants

• Key participants: Authorised Representatives and the Company Secretary & Compliance Officer.

Purpose

• Purpose: participate in investor conference; discussions based on publicly available information.

Additional Notes

• Discussions will be based on publicly available information; no UPSI will be discussed.

Overview

• Consolidated reporting; main activities: Cash Logistics 55%, Managed Services/Technology 42%, Card Services 3%.
• FY25-26 scope includes 28 Indian states and 255 locations (1 plant, 254 offices).
• Workforce around 27,000; permanent employees 9,671 reported; gender mix disclosed.
• FSS Managed Services acquisition close planned in Q1 FY27; integration risk monitored.
• ESG governance: Board-level sustainability committee; Stakeholder Engagement and Whistle-blower policies.

Key ESG Risks & Opportunities

• Acquisition integration risk for FSS; synergy realization timelines may impact value.
• Cybersecurity risk: zero data breaches FY26; risk score 24%; ISO 27001 and PCI DSS maintained.
• Route optimization reduced emissions; 10%+ route reduction delivers fuel savings.
• Gig delivery model lowers vehicle intensity per retail point served.
• Supply chain risk with supplier code of conduct and human rights due diligence.
• Stakeholder engagement enhances transparency; opportunities in governance and accountability.

Governance & Policy Highlights

• Board-level ESG committee oversees sustainability policy and oversight.
• Policies include Stakeholder Engagement, Whistle-blower, POSH, Code of Conduct, anti-corruption.
• Company reports no NGRBC non-compliance; board reviews performance annually.
• Internal audits monitor policy implementation; no external agency requirement disclosed.
• Cybersecurity governance includes ISO 27001, PCI DSS; policy accessible on CMS site.

Social Responsibility & Workforce

• Total employees 9,671; 8,963 male; 708 female; 18 differently abled.
• 100% health insurance, ESI and PF coverage for eligible permanent employees.
• Training hours 33,318; 81% of employees trained; 19,084 hours for skill upgrades.
• LTIFR 0.88 (employees); 24 injuries; 1 fatality; 100% sites assessed.
• Return-to-work 100% for employees; overall retention 84%.
• Whistle-blower, ICC and POSH policies with HR involvement; quarterly Audit Committee reporting.
• Board female representation 33% (2 of 6 directors); Equal Opportunity policy.

Environmental Performance

• Total energy: non-renewables 484,674 GJ; renewables 0; energy intensity 0.0000017 tCO2e/turnover; PPP 0.000040.
• Scope 1 emissions 28,219 tCO2e; Scope 2 14,919 tCO2e; total 43,138 tCO2e.
• Waste total 112.28 MT: plastic 32.45; e-waste 0.83; construction 79; no hazardous waste.
• Waste intensity 0.006 MT per turnover; PPP 0.144.
• EPR not applicable; e-waste disposed via authorized vendors; no captive power; energy-efficiency upgrades.

Stakeholder Engagement & Complaints

• Stakeholders: employees, investors, regulators, value chain partners, customers, community, media, government.
• Engagement channels: direct communications, meetings; ongoing; annual results and quarterly briefings; NPS.
• FY2025-26 complaints: employees 105; investors 1; communities/customers nil.
• Whistle-blower and POSH mechanisms; ICC investigations; quarterly reporting to Audit Committee.

Other Notable Metrics

• CSR applicable; turnover 22,721,918,350; net worth 23,122,548,245.
• MSME inputs 15%; 93% inputs sourced in India.
• Wage mix: rural 0.10%, semi-urban 6.45%, urban 21.18%, metropolitan 72.27%.
• No bribery charges; anti-corruption policy publicly accessible.
• No product recalls; data breaches 0; cyber/privacy incidents 0.

Year at a glance

• Consolidated revenue: 24,871.82 million; +2.6% YoY.
• Standalone revenue: 22,721.92 million; +2.22% YoY.
• EBITDA: 6,002 million; margin 24.1%.
• PAT: 3,033.92 million; margin 12.2%.
• EPS (Basic): 18.45 INR; Diluted 18.26 INR.
• Interim dividend 2.75; Final 2.50; total 5.25 per share.
• Buyback plan: ~168 crore; prioritizing value return.
• Net debt: zero; robust cash generation.
• Consolidated cash and cash equivalents: 1,122.56 million.

Platform performance

• ATM Management Solutions revenue: 15,965.18 million; 58% of services.
• SBI 10-year ATM outsourcing; ~₹1,000 Cr incremental revenue.
• ICICI Bank: ~₹400 Cr incremental; 6,000–8,000 ATMs pipeline.
• Retail Solutions revenue: 5,872 million; H1 weakness, H2 rebound.
• Gig model now ~20% of retail locations.
• Technology & Payment Solutions: 3,735 million; 42% YoY growth.
• HAWKAI: 50,000+ sites; 500k devices; leading Vision AI platform.
• Securens acquisition strengthens HAWKAI; TAM ~₹8,000 Cr.

Capital allocation & governance

• No new equity raised since IPO; cash ~₹650 Cr.
• Dividend policy delivering cash returns; total 5.25 per share in FY26.
• Acquisitions: seven over the decade; FY26 highlights include Securens at ₹75 Cr.
• FSS MSP acquisition: ~₹115 Cr; closing in H1 FY27; adds ~4% revenue.
• FY26 tech investment: ₹40 Cr; technology spend 1.5% of revenue.
• One CMS transformation: unified customer segments and delivery across 70k ATMs, 65k retail points.
• M&A discipline: patient, value-driven deals; 20% post-tax IRR hurdle applied.

Governance and board changes

• Vishnu Jerome joined as Independent Director on Apr 4, 2025.
• Vidya Krishnan joined as Independent Director on Jan 2, 2026.
• Tapan Ray and Sayali Karanjkar retired in 2025; Krzysztof Jamroz reappointed.
• Board comprised 6 directors as of FY26; mix of executive, non-exec, and independent.
• Independents provide governance; no related party governance lapses noted.

CSR and ESG

• FY26 CSR spend: ₹73.65 million; 2% of average net profit.
• CSR obligation for FY26: ₹77.30 million; unspent ₹3.65 million.
• CMS Foundation and CSR partners executed livelihood, health, and education programs.
• CSR balance carried to separate CSR account; governance under Reg 135.

Risks and outlook

• FY27 revenue guidance: ₹2,650–₹2,750 Cr; 15–19% growth.
• EBITDA target: ~27% margin in FY27.
• Key risks: fuel costs, wage inflation, currency volatility; digital substitution pressures.
• Cybersecurity: robust controls; zero data breaches in FY26.

Auditors and governance

• Statutory auditors: B S R & Co. LLP; 5-year term confirmed.
• Secretarial auditors: Siroya & BA Associates; minor filing delays noted.
• Internal audit: Grant Thornton Bharat LLP engaged for FY26–FY27.
• Management and governance disclosures aligned with SEBI LODR.

Investor relations & AGM

• AGM: 19th annual, September 21, 2026; VC/OAVM.
• Dividend tax compliance and IEPF reminders published; unclaimed dividends schedule disclosed.
• Shareholder access: annual report on CMS website; e-voting via CDSL/NSDL.

AGM Details

• Date/time/mode: 21 Sep 2026, 03:30 PM IST, via VC/OAVM.
• Dividend entitlement cut-off: 14 Sep 2026.
• Record date for attendance and voting: 14 Sep 2026.
• Remote e-voting window: 18–20 Sep 2026.
• Meeting deemed held at registered office via VC/OAVM.

Ordinary Resolutions

• Adopt standalone financial statements for year ended 31 Mar 2026.
• Adopt consolidated financial statements for year ended 31 Mar 2026.
• Declare dividend: interim ₹2.75 and final ₹2.50 per share.
• Re-appoint Krzysztof Jamroz as Non-Executive Non-Independent Director.

Special Resolutions

• Appoint William Poole as Non-Executive Independent Director for 3 years.
• Ratify remuneration of Cost Auditors for FY ending 31 Mar 2027: ₹1.25 lakh.
• Increase borrowing limits under Section 180(1)(c).
• Create mortgage/charge on assets to secure borrowings under Section 180(1)(a).

Auditors

• Statutory auditors: Re-appointed M/s B S R & Co. LLP for five years to 2028.
• Cost Auditors: Re-appointed M/s S K Agarwal & Associates for FY ending 31 Mar 2027 at ₹1.25 lakh.
• Remuneration includes taxes and out-of-pocket expenses.
• Remuneration to be ratified by Members.

Directors

• William Poole appointed as Independent Director; 3-year term; not liable to retire by rotation.
• Krzysztof Jamroz to continue as Non-Executive Non-Independent Director.

Related Party Transactions

• No material related party transactions disclosed.

Meeting Details

• Date: September 2, 2026; time not disclosed
• Type/Mode: In-person investor conference
• Event/Organizer: Ashwamedh - Elara India Dialogue 2026 (Elara Capital)
• Venue: Grand Hyatt Mumbai, Santacruz East

Participants

• Key company participants: Authorised Representatives of CMS Info Systems

Purpose

• Purpose: Investor conference interactions to discuss information available in the public domain